AMD 2000 Annual Report Download - page 273

Specifications to the extent such amendment or modification does not,
individually or in the aggregate, decrease or adversely affect (x) the
value or use of the Plant and the Design Center (or of the rights of
the Banks with respect thereto) in any material respect, or (y) the
capacity of the Plant to perform, on a substantially continuous basis,
the functions for which it was specifically designed in accordance
with the plans and specifications as originally approved by the
Technical Advisor and the Agent for purposes of the Operative
Documents; provided, that prior to Completion no such amendment or
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modification will, individually or in the aggregate, be inconsistent
with the Approved Project Budget or the Approved Project Schedule.
(ii) create, incur, or suffer to exist any Encumbrance with respect to its
rights under or in respect of the Sponsors' Loan Agreement or the
Revolving Loan Facility Agreement.
(iii) permit AMD Holding or AMD Saxonia to amend their respective
Organizational Documents.
(iv) permit to subsist or enter into any other agreements which (by their
terms) conflict with, or prohibit AMD Inc., from complying with its
obligations as set out in this Agreement or any other Operative
Document.
SECTION 13.3 Incorporated Covenants of AMD, Inc. AMD Inc. agrees, so long as
any Primary Secured Obligation shall remain outstanding or any Bank shall have
any commitment under or arising out of the Loan Agreement, that it will, unless
the Security Agent shall have enforced any of the Security or the Agent (acting
on the instructions of an Instructing Group) shall have otherwise consented in
writing, duly keep, perform, and observe, for the benefit of the Agent, the
Security Agent, and the Secured Parties, each and every affirmative, negative,
and informational covenant contained in each of (x) the AMD Inc. Senior Secured
Note Indenture, and (y) the AMD Inc. Primary Bank Credit Agreement (to the
extent that such covenants are applicable to AMD Inc. thereunder), all of which
covenants, together with related definitions and ancillary provisions, are
hereby incorporated herein by reference as if such terms were set forth herein
in full; provided, however, that:
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(i) with respect to the AMD Inc. Primary Bank Credit Agreement referred to
in clause (i) of the definition thereof:
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(a) any references to the "Agent" shall be deemed to be references to
the Agent (except where such term is used in Article 6, Sections
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7.1, 7.2 (a), 9.5 (b) and (c) (second sentence), 9.11, 9.14, 9.15
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and 9.22 (a) thereof);
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(b) any references to the "Lenders" shall be deemed to be references
to the Banks (except where such term is used in Article 6,
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Sections 7.1, 7.2 (a), 9.5 (b) and (c) (second sentence), 9.15
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and 9.22 (a) thereof);
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(c) any references to the "Majority Lenders" shall be deemed to be
references to an Instructing Group (except where such term is
used in Article 6, or Section 9.5 (b) and 9.22 (a) thereof);
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001